EMPLOYEES
As of March 15, 2000, ZLand.com had a total of 240 employees, consisting of
77 in research and development, 111 in sales and marketing, 20 in customer
support, professional services and training, and 32 in administration and
finance. Of these employees, 212 were located in the United States and 28 were
located outside of the United States. None of our employees are represented by a
collective bargaining agreement, nor have we experienced any work stoppage. We
consider our relations with our employees to be good.
FACILITIES
Our headquarters and our principal sales, marketing, research and
development and administrative office occupies approximately 67,000 square feet
in Aliso Viejo, California. This lease expires on February 28, 2005. In
addition, we also lease office space in Atlanta, Georgia, San Jose, Emeryville
and Moorpark, California, Munich, Germany and Sydney, Australia.
LEGAL PROCEEDINGS
From time to time we may be involved in litigation or arbitration that
arises in the normal course of business operations. In particular, we may from
time to time be involved in litigation or arbitration with franchisees who are
terminated for nonperformance or noncompliance with their franchise agreements.
We are not currently a party to any pending material legal proceedings.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers, and their respective ages and
positions as of March 15, 2000, are as follows:
NAME AGE POSITION
---- --- --------
John W. Veenstra.......................... 55 Chairman of the Board, Chief Executive Officer and
Director
Glenn E. Abood............................ 38 President and Chief Operating Officer
Kevin S. Palatnik......................... 42 Chief Financial Officer and Senior Vice President,
Finance
Joan Nagelkirk............................ 54 President of North American Operations and Director
Jim Ensell................................ 38 Senior Vice President, Products and Services
Rich Wyckoff.............................. 40 Senior Vice President, Corporate Marketing
Gregg Amber............................... 43 Senior Vice President, General Counsel and Secretary
Hans Severiens(1)......................... 70 Director
Sidney Jansma, Jr.(1)(2).................. 56 Director
Jack Harding(1)(2)........................ 45 Director
Thomas Glasgow, Jr.(2).................... 53 Director
Wolfgang Hanrieder........................ 39 Director
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
JOHN W. VEENSTRA co-founded ZLand.com in September 1995 and has served as
the Chairman of the Board of Directors and Chief Executive Officer since that
time. In addition, Mr. Veenstra served as President from September 1995 to May
1999. Mr. Veenstra provided consulting services to us between September 1995 and
October 1, 1997, when he became an employee. Prior to founding ZLand.com, he was
the Chief Executive Officer of First Electronic Forms, Inc. from its formation
in 1991 until its sale to Wallace Computer Services, Inc. in 1993. Mr. Veenstra
served as Vice President and General Manager, Electronic Forms Division of
Wallace Computer Services from 1993 to January 1995. Mr. Veenstra is married to
Joan Nagelkirk, our President of North American Operations and a director. Mr.
Veenstra holds a B.A. in economics from Calvin College and an M.B.A. in finance
from Wayne State University.
GLENN E. ABOOD has served as our President and Chief Operating Officer
since June 1999. From January 1997 to June 1999, he was Vice President and
General Manager for the design and verification business unit of Cadence Design
Systems, a software and services provider for the electronic design automation
industry. Prior to joining Cadence, Mr. Abood was President and Chief Executive
Officer of Silicon Valley Research, Inc., from May 1995 to December 1996. From
February 1984 to April 1995, Mr. Abood held various sales and management
positions at Zycad Corp. Mr. Abood holds a B.S.E.E. from the University of
Delaware and an M.S. in electrical engineering from Worcester Polytechnic
Institute.
KEVIN S. PALATNIK joined us as Senior Vice President and Chief Financial
Officer in February 2000. From January 1999 to February 2000, he was Vice
President and General Manager for the Education Services business unit of
Cadence Design Systems. From July 1994 to January 1999, Mr. Palatnik held
several positions within Cadence including Vice President-Operations, Vice
President-Corporate Financial Planning and Analysis and Group Director-Finance.
Prior to joining Cadence Design Systems, Mr. Palatnik held various financial
positions with IBM Corporation, most recently as the Plant Controller for the
Storage Systems Division in San Jose, CA. Mr. Palatnik serves as a director of
usateetimes.com. Mr. Palatnik holds a B.S. in industrial engineering, a B.S. in
operations research and an M.B.A. from Syracuse University.
JOAN NAGELKIRK co-founded ZLand.com in September 1995 with her husband,
John Veenstra, our Chairman and Chief Executive Officer, and served as our Chief
Financial Officer from that time until
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December 1998 and from April 1999 to February 2000. In February 2000, Ms.
Nagelkirk became President of North American Operations. In addition, she has
served as a director since September 1995. Ms. Nagelkirk provided consulting
services to us between September 1995 and October 1, 1997, when she became an
employee. Ms. Nagelkirk was Vice President of First Electronic Forms, Inc., from
1991 until its sale to Wallace Computer Services, Inc. in 1993. Ms. Nagelkirk
served as Director of Licensed Operations, Electronics Forms Division of Wallace
Computer from 1993 to January 1995. Ms. Nagelkirk holds a B.A. in psychology
from Calvin College and an M.A. in psychology from St. Francis College.
JIM ENSELL joined us as Vice President of Services Operations in July 1999
and was promoted to the position of Senior Vice President of Products and
Services in January 2000. Prior to joining us, Mr. Ensell served as Vice
President, Consulting Services for Cadence Design Systems and prior to that, as
Vice President, Marketing for Cadence DSM Business Unit. Until 1997, he was Vice
President and General Manager of Consulting Services and GateField Sales at
Zycad Corporation, where he also served as Vice President and General Manager of
the Zycad Services Division. Mr. Ensell holds a B.S. in electrical engineering
from Villanova University and an M.S. in electrical engineering and computer
science from the University of Pennsylvania.
RICH WYCKOFF joined us as Vice President of Marketing in September 1999 and
was promoted to the position of Senior Vice President of Corporate Marketing in
January 2000. Prior to joining us, Mr. Wyckoff served as Vice President of
Corporate Marketing with Cadence Design Systems from September 1995 to September
1999. From May 1995 through October 1995, Mr. Wyckoff was the principal and
founder of the Image Group. Mr. Wyckoff holds a B.A. in communications and an
M.A. in mass media from the University of California, Santa Barbara.
GREGG AMBER joined us as Senior Vice President, General Counsel and
Secretary in December 1999. From March 1998 through November 1999, Mr. Amber was
a partner with the law firm of Rutan & Tucker, LLP. Prior to that time, and
since January 1995, he was a partner with the law firm of Snell & Wilmer LLP. He
is also corporate secretary and a director of Litronic Inc. Mr. Amber holds a
B.A. in political science and mathematics from Principia College and a J.D. from
Stanford Law School.
HANS SEVERIENS joined our board of directors in January 1998. Since 1995,
Mr. Severiens has served as the coordinator of the "Band of Angels," a Silicon
Valley group of high-tech executives investing in high-tech start-ups, which he
founded, and has served as a general partner of Band of Angels Fund L.P. since
July 1999. Since 1968, Mr. Severiens has been actively involved in the venture
capital and investment banking business, having served as president of the U.S.
subsidiary of MIP Equity Fund, as a partner in Bay Ventures II, and as vice
president of Merrill Lynch, Morgan Stanley Dean Witter, and Mitchell Hutchins.
He is a Trustee of Golden Gate University (San Francisco), and a director of the
Enterprise Network (Cupertino, California). Mr. Severiens holds a B.A. in
physics from Harvard University and a Ph.D. in nuclear physics from Johns
Hopkins University.
SIDNEY JANSMA, JR. co-founded ZLand.com in September 1995, and has served
on our board of directors since 1997. Mr. Jansma has been President and Chief
Executive Officer of Wolverine Gas & Oil Company, Inc., an oil and gas
exploration and production company, for over 12 years. He is a director of the
American Petroleum Institute, past Chairman, President and Treasurer of the
Michigan Oil and Gas Association, and past Chairman of Bethany Christian
Services, a private adoption agency with operations in 29 states. Mr. Jansma
holds a B.A. in economics and philosophy from Calvin College and an M.B.A. in
corporate finance and accounting from the University of Michigan.
JACK HARDING joined our board of directors in August 1999. He is Chairman
and Chief Executive Officer of The Dorset Group, a venture management and
investment firm. From October 1997 to May 1999, he served as President and Chief
Executive Officer of Cadence Design Systems, the world's largest provider of
software and services for electronic design. From May 1997 to October 1997, Mr.
Harding served as Senior Vice President of the Strategic Business Group of
Cadence Design Systems. From December 1994 to May 1997, Mr. Harding was
President and Chief Executive Officer of Cooper and Chyan Technologies, which
was acquired by Cadence Design Systems in 1997. Mr. Harding is Chairman of the
Board of SafeCorp.com, an information security consulting firm. He also serves
as a director for
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inSilicon, a provider of semiconductor intellectual property. He is a Senior
Fellow at the Institute for Development Strategies, Graduate School of Public
Policy, Indiana University. Mr. Harding holds a B.A. in Economics and Chemistry
from Drew University, where he is a member of the Board of Trustees.
THOMAS GLASGOW, JR. joined our board of directors in December 1999. From
1973 until 1998, Mr. Glasgow was employed in a number of management positions by
McDonald's Corporation, most recently as Executive Vice President and Chief
Operations Officer in charge of restaurant systems worldwide. In that position,
Mr. Glasgow was responsible for the operations, training, product development,
operations development, equipment development, supply chain management and
security departments. Mr. Glasgow is currently a director of NSF International,
Inc., Compliance Control, Inc. and First Union Bank -- Asheville, as well as
Memorial Mission Healthcare Foundation, University of North Carolina-Asheville
Foundation, and YMCA of Western North Carolina. Mr. Glasgow holds a B.A. in
business from Michigan State University.
DR. WOLFGANG HANRIEDER joined our board of directors in February 2000.
Since 1997, Dr. Hanrieder has been a partner of STAR Ventures Management, a
Munich, Germany based investment firm specializing in IT and healthcare
companies. Prior to that time, he was a Manager of Siemens from January 1990 to
May 1996 and a Manager of Siemens Nixdorf Information Systems from May 1996 to
September 1997. Dr. Hanrieder holds an M.B.A. from the Massachusetts Institute
of Technology and a M.S. and Ph.D. in physics from the Technical University of
Munich, Germany.
All directors hold office until the next annual meeting of stockholders or
the election and qualification of their successors. Officers are elected
annually by the board of directors and serve at its discretion.
DIRECTOR COMPENSATION AND INDEMNIFICATION
We reimburse our non-employee directors for out-of-pocket expenses incurred
in connection with attendance at stockholders', board and committee meetings. We
granted to each of Messrs. Glasgow, Harding, Jansma and Severiens an option to
purchase 100,000 shares of common stock at an exercise price equal to fair
market value on the date of their election to the board, vesting over a period
of two years. In addition, in recognition of their services on the board, in
December 1998 we granted Mr. Jansma an option to purchase 150,000 shares and Mr.
Severiens an option to purchase 100,000 shares, each at $0.50 per share, with
vesting over three years for Mr. Jansma and over two years for Mr. Severiens,
and in November 1999 we granted Mr. Jansma an option to purchase 100,000 shares
and Mr. Severiens an option to purchase 50,000 shares, each at $4.50 per share
with vesting over two years.
We have entered into indemnification agreements with each of our current
directors and executive officers to give them additional contractual assurances
regarding the scope of the indemnification set forth in our certificate of
incorporation and bylaws and to provide additional procedural protections. At
present, there is no pending litigation or proceeding involving any of our
directors, officers or employees for which indemnification is sought. We are not
aware of any threatened litigation that may result in claims for
indemnification.
BOARD COMMITTEES; COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The board of directors has established an audit committee and a
compensation committee. The audit committee, consisting of Messrs. Jansma,
Harding and Severiens, reviews the adequacy of our internal controls and the
results and scope of the audit and other services provided by our independent
auditors. The compensation committee, consisting of Messrs. Jansma, Harding and
Glasgow, establishes salaries and other forms of compensation for our executive
officers.
None of our executive officers has served as a director or member of the
compensation committee of any other entity whose executive officers served as
one of our directors or as a member of our compensation committee.
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EXECUTIVE COMPENSATION
The following table sets forth summary information concerning compensation
paid or accrued by us to our Chief Executive Officer and each of our other
executive officers who earned more than $100,000 in salary and bonus, for
services rendered to us in all capacities during the year ended December 31,
1999. These individuals will be referred to as the named executive officers in
this prospectus.
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